Business Services GSR

Business Services GSR

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into as of by and between the parties set forth below.

Recitals

WHEREAS, Client Name: requires certain business consulting and related services; and

WHEREAS, Service Provider Name: represents that it has the experience and capacity to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall provide the services and deliverables described below. The parties acknowledge that the described scope defines the core obligations; changes shall follow the Change Orders procedure set forth in this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are in U.S. dollars unless otherwise specified.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) the rate of per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform obligations under this Agreement or as required by law. "Confidential Information" includes trade secrets, business plans, technical data, pricing, customer lists, and other proprietary information, whether marked confidential or reasonably understood to be confidential. Confidential Information does not include information that is: (a) publicly available through no fault of the Receiving Party; (b) rightfully received from a third party without breach of any obligation of confidentiality; (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates to seek a protective order.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of preexisting intellectual property and tools used in performing the Services. To the extent Service Provider creates new deliverables specifically for Client and paid in full under this Agreement, Service Provider assigns to Client all right, title and interest in such deliverables, except for residuals, general skills, know-how and methodologies retained by Service Provider. Any third-party materials remain subject to their license terms.

Independent Contractor; Tax Treatment

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider is responsible for all taxes and withholdings related to its performance of the Services.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Insurance

Service Provider shall maintain commercial general liability insurance and professional liability/errors and omissions insurance in commercially reasonable amounts and shall provide certificates of insurance upon request.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to any other address designated by either party in writing. Notice is effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by the courts located in the governing state.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Severability: If any provision is held invalid, the remaining provisions remain in effect. Force Majeure: Neither party shall be liable for delays or failures due to causes beyond its reasonable control.

Acknowledgment

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing below is duly authorized to execute this Agreement on its behalf.

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